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PACIFIC EDGE: Offers Share Purchase Plan to NZ Shareholders
Pacific Edge Biotechnology Ltd, in a regulatory filing with the New Zealand Stock Exchange, discloses the details of its Share Purchase Plan. The company is now offering the Share Plan to enable all its New Zealand shareholders to participate in further capital raising, Pacific Edge Chairman Chris J. Swann says.
Under the terms of the Share Plan, all persons registered as holders of shares in the company at 5:00 p.m. on Nov. 30, 2007, with a registered address in New Zealand are entitled to subscribe for a maximum of 38,760 shares in the company. Subject to certain certification requirements and other conditions, if the Eligible Shareholder is also a custodian, he may subscribe for a maximum of 38,760 shares in the company in respect of each beneficial owner on behalf of whom the custodian holds shares. Eligible Shareholders may elect to subscribe for less than 38,760 shares, but not less than a minimum of 7,752 shares.
All Eligible Shareholders are now offered shares for subscription under the Share Plan.
Details of Share Plan
Issue Price
In compliance with the Securities Act (NZX-Share and Share Purchase Plans) Exemption Notice 2005 ("Exemption Notice"), the issue price for shares to be issued under the Share Plan has been set by the company at NZ$0.129 per share. The issue price represents the company's shares' average end-of-day market price, sold on the NZSX over the period Nov. 5-16, 2007. This period is specified as a reference period for determining the issue price in the Exemption Notice. The issue price is also less than the NZSX closing price of shares in the company on Nov. 30, 2007.
The market price of shares in the company may change between the date of this offer and the date on which shares are issued under the Share Plan. As the issue price has been fixed at NZ$0.129 per share, changes to the market price of shares in the company after the date of the offer will not have any effect on the price of the shares to be issued under the Share Plan. This means that the price paid under the Share Plan may be different from the price at which shares in the company are trading on the NZSX at the time the shares are issued under the Share Plan, and that the market value of shares in the company on the date of issue may be higher or lower than the issue price paid under the Share Plan.
Custodians A shareholder:
(a) that
(i) is a trustee corporation or a nominee company; and
(ii) holds shares in the company by reason only of acting for another person in the ordinary course of business of that trustee corporation or nominee company; or
(b) that holds shares by reason only of being a bare trustee of a trust to which the shares are subject; is a custodian. A Custodian may subscribe for more than 38,760 shares in aggregate if:
(a) the Custodian certifies in writing to the company:
(i) that the Custodian holds shares in the Company as a Custodian for beneficial owners;
(ii) the number of those beneficial owners;
(iii) in respect of each of those beneficial owners, how many shares under the Share Plan the Custodian has instructions to accept; and
(iv) that the Custodian undertakes not to accept on behalf of any of those beneficial owners in any 12 month period, shares to be issued under the Share Plan and/or any subsequent share purchase plan the total issue price of which is more than NZ$5,000; and
(b) the company is reasonably satisfied that in any 12 month period the total issue price of shares issued to any beneficial owner under the Share Plan and/or any subsequent share purchase plan is, or will be, not more than NZ$5,000.
Closing Date
The close of the offer is on Dec. 31, 2007, at 5:00 p.m. Applications received after that date will only be accepted at the company's discretion.
Date for Issue
It is anticipated that shares in the company subscribed for under the Share Plan will be issued on or about Jan. 9, 2008. The company will write to each Eligible Shareholder who has applied for shares to inform that Eligible Shareholder of the number of shares that have been issued to them.
About Pacific Edge
Dunedin, New Zealand-based Pacific Edge Biotechnology Limited -- http://www.pacificedgebiotech.com/ -- is a biomedical company specializing in the discovery and commercialization of diagnostic and prognostic products for human cancer. The company is focused on developing genomic and proteomic tools for the earlier detection, improved characterization and better management of gastric, bladder, colorectal, endometrial cancers and melanoma. PEBL's early detection program for gastric cancer uses different detection technology to the bladder and endometrial programs. This program is developing protein/antibody assays that can be used to detect the targeted biomarkers in blood samples. The company has a 25% investment in Prognostic Systems Limited, which has been formed to investigate the possible usage of PEBL's core software in predictive cardiovascular disease onset.
The company has booked at least two consecutive annual net losses -- NZ$1,880,836 for the year ended March 31, 2007, and NZ$2,516,838 for the year ended March 31, 2006.
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